Synthetic Soul
by Jknight3135
Summary: If an aura is a representation of our soul, the basis upon which we base ourselves as living sentient beings, where does that leave Penny? Beneath her cheery appearance beats the heart of a machine. Penny wants to learn, wants to know what separates her from the humans and Faunus around her, can you in fact posses a Synthetic Soul?
1. Chapter 1

**A/N: Hello all, so I've written a few one-shots for RWBY now, and I decided I wanted to write something a little different, and a bit longer. So because this pairing has been growing on me and because it has the absolutely silly and awesome name of **_**Nuts and Dolts **_**here's the first chapter for a story revolving around Penny and Ruby, I hope you enjoy.**

**As far as where this fits into the main story arc it's somewhere between volume 1 and 2, branching off from cannon afterwards to AU where Ruby and Penny met more often after their first encounter.**

**I don't own RWBY, that belongs to Monty Oum and Rooster Teeth.**

* * *

Synthetic Soul

Chapter 1: Sensational!

The PA system in team RWBY's dorm room crackled to life. "Miss Rose would you please head up to Professor Ozpin's office, he wishes to speak with you about something." Glynda Goodwitch's voice announced.

The four girls turned from their game towards the PA and then to their leader.

"What do you think Ozpin wants?" Yang asked.

"Dunno, guess I'll have to go see." Ruby replied standing, after a moment she crouched down next to Weiss. "On my next turn flip these two cards." She said separating two face down from her pile. "And if Yang does anything this one too." Ruby added separating another card.

Weiss nodded. "Sure thing."

Ruby noted Yang's devious smirk as she left the room, wearing her own devious smirk because she knew Yang would fall for the trap. She walked down the hall towards the central tower that housed Ozpin's office waving to Jaune and Pyrrha as she passed them in the hall.

Before long she was in the main office, a large circular room accented in shades of dark green that contrasted nicely with the large pieces of brass clockwork that showed through the walls and ceiling. The room was dominated by a heavy circular desk of dark wood, behind witch Professor Goodwitch sat.

Ruby stopped making sure she caught her attention. "Yes, go ahead up Miss Rose."

Ruby nodded before stepping into the glass walled brass elevator that led up to Ozpin's office. The glass sides of the elevator looked out into the clockwork that occupied most of Beacon's central tower with occasional breaks that looked right out over the school grounds and the city of Vale in the distance.

Ruby stood in silence slowly swaying from one foot to the other as she rode the elevator up wondering what Professor Ozpin wanted to speak with her about. The elevator finally reached its destination and she walked out into the small area just outside the office, she pressed the buzzer next to the door.

"Come in" Came back muffled through the door.

She walked into the office where Ozpin stood behind his desk framed by the large window behind him. Off to the side of the room stood Penny next to a few bags.

"Professor Ozpin." Ruby nodded. "Uh… hello Penny." She waved to the synthetic girl.

"Salutations!" Penny exclaimed smiling widely.

"Yes Hello Ruby." Ozpin replied setting his coffee down on the desk. "I believe you are already acquainted with Penny here."

"Yes, we're friends." Ruby replied smiling to Penny as she said friends, Penny in return smiled widely. "Uhm… If you don't mind me asking what did you want to speak to me about Sir?"

"About Penny actually." Ozpin replied walking around his desk to stand before Ruby. "I believe you are already aware of what Penny is?"

Ruby looked over to Penny who nodded. "Uh yes Sir."

"Well then as you know Penny is here to learn and grow, to that end she has asked to attend Beacon for a time." Ozpin replied.

"That sounds like a good idea, I know I've certainly learned a lot while here, but if I may ask what does this have to do with me?" Ruby asked still confused.

"Well seeing as you already know what she is I would like to place Penny on your team for the duration of her stay here." Ozpin looked at Ruby. "Of course a team is a very closely bound unit, I wouldn't force you to do anything, and five members is a lot for a team leader to manage, both in and out of combat."

Ruby looked deep in thought for a few moments. "Well it certainly makes sense to put her with us because we already know her, and I don't _think _anyone would have a problem with it, you'd have to tell them about who you really are, but I don't see why not."

Penny smiled rushing over and hugging Ruby lifting her off the ground effortlessly. "Oh Sensational! Thank you!"

"Excellent, now then Penny." Ozpin said getting the robotic girls attention. "Ruby is now you're team leader, understood?"

"Oh yes Sir!" She turned to Ruby saluting. "I'm combat ready!" She said smiling.

Ruby smiled in return.

"Now then I'll let you two go I imagine there will be a discussion about some of the… particulars of your stay here Penny." Ozpin said moving back behind his desk and sitting down.

Penny grabbed the bags from where she had been standing, one green and black duffel bag that she slung over her shoulder, and a black and green toolbox, walking back over to Ruby with a smile they left.

Down and walking back through the halls towards the dorm Ruby walked alongside Penny.

"So it was your idea to come to Beacon?" Ruby asked.

"Yes, after hearing you talk about it I thought it would be a good place to learn! So I asked my father about it, it took him a little while to convince Mr. Ironwood, but here I am!" Penny replied with a wide smile.

"Oh, I'll have to leave every now and again for maintenance, I can do some stuff myself but not everything." Penny said hefting her toolbox.

"Well I'm not sure exactly how you're made but I'm pretty handy with mechanical stuff, I might be able to at least save you the trouble of having to go so far just for basic maintenance." Ruby said.

"Really? Sensational!"

They walked a little farther.

"Did you ask to be put on my team too?"

"No, that was Mr. Ozpin's idea, although I am glad to be with you!" Penny continued smiling.

Ruby gave a small smile. "Well it does make sense for you to be with us, how do you feel about telling the others about yourself?"

Penny thought for a moment. "Well they're your friends right?"

"Yes, Yang is actually my sister."

"And you trust them right?" Penny continued.

"With my life." Ruby replied.

"Well I trust you and you trust them so that's good enough for me!" Penny replied with a smile.

"Good because as a team we've found it's a bad idea to keep secrets from one another." Ruby replied opening the door to their dorm.

"RUBY! How could youuuuuuu!" Yang cried clutching Ruby's shirt from her position on her knees.

Ruby looked around the room seeing Weiss on her back laughing and Blake trying very hard not to laugh. And _almost _succeeding.

"So my plan worked then?" Ruby said with a smirk.

"You monster how- oh uh hello Penny." Yang immediately changed demeanor upon noticing the red headed girl behind Ruby.

Blake and Weiss also calmed down looking over curiously.

Ruby stepped aside allowing Penny to step into the room.

"Yes about what Ozpin wanted to talk to me about, Penny wants to attend Beacon for a while and Ozpin thought she should be on our team because we already know her, as well as for another reason but we'll get to that." Ruby said a little awkwardly.

Penny smiled. "I hope you don't mind much."

The other three members of team RWBY exchanged looks before looking back to their team leader.

"Penny why don't you explain the other reason you're with us, I think it will clear up a few things." Ruby said closing the door.

Penny nodded. "Yes, well I've already told Ruby because she promised not to tell anyone, it's rather secret after all."

The three all focused on Penny wondering what the strange girls secret could be.

"Well…" She shuffled her feet a little shyly. "Well I'm not a real girl."

Yang's eyes lowered towards Penny's waist.

"No Yang not like that! You perv!" Ruby shouted booting her sister backwards.

"Was I really the only one who thought that?" Yang asked from her position on the floor.

Weiss and Blake just stared at her, Weiss with a frown of disapproval, and Blake with one eyebrow cocked.

Penny for her part looked rather confused.

"Ignore Yang, why don't you… elaborate." Ruby suggested.

"Ah yes, I was made; I am the first synthetic person capable of producing an aura."

"So you're a robot?" Yang asked springing up into a sitting position.

"It's a bit more complicated than that but essentially, yes." Penny replied.

"That's way cooler than what I was thinking!" Yang exclaimed, earning more disapproving glares.

Penny opened her mouth. "Please Penny, if you trust me, don't ask." Ruby interrupted sighing.

"Ok, I suppose if any of you have any questions I can do my best to answer them!" Penny said switching course.

"Why don't you set your stuff down and get a little settled in first." Ruby suggested.

Penny nodded and a few short minutes later they were all seated in various positions around the room, the earlier board game cleared out of the way, looking to Penny who sat in the desk chair.

"Ok, I'm sure you have some questions, feel free, I have to be honest with my friends right?" Penny said smiling.

Weiss spoke up first. "So… who made you?"

"My father with some help from Mr. Ironwood." Penny replied.

"Does your father have a name?" Blake asked this time.

Penny looked deep in thought for a moment. "Not one that I've ever heard him called by, he's just always told me to call him father."

"And Ironwood is involved, so are you part of a weapons program?" Weiss asked.

"I am combat ready, but I don't believe I'm supposed to be a military project although Mr. Ironwood probably has plans for such a thing, he and my father have worked on a lot of military projects."

"That makes sense to me, Penny seems more like a huntress rather than a soldier." Yang said.

"My father and Professor Ozpin are old friends, maybe that has something to do with it?" Penny suggested.

"You don't know yourself?" Blake asked.

"I don't know a lot of the particulars about why I was made, just that it's for some high tech research stuff." Penny replied with a smile.

"If Ironwood is involved I'd bet it's for weapons development." Weiss spoke up.

"That may be true, but I know my father didn't build me just to be a weapon." Penny said.

"You're combat abilities are impressive but like Yang said you don't seem like a soldier." Blake added.

"Ok ok my turn to ask a serious question!" Yang butted in.

"Oh boy here we go…" Weiss mumbled.

"Do you sleep?" Yang asked dead serious.

The other three members of team RWBY stopped at the rather silly question but all looked to Penny because they were no less curious to know the answer.

"Hmmm well sort of! I go into a rest mode while I re-charge and go over all the data I've collected that day, organizing and analyzing it, it usually takes me a few hours depending on how busy of a day I've had so I usually do it overnight." Penny replied with a smile.

Ruby put her hand on her chin in thought, while Blake spoke up.

"I really doubt we have room for another bed in here…"

"I've got an idea!" Ruby exclaimed jumping up and rummaging around in one of their storage chests. "Well I've got nails, but… Hey Penny you wouldn't happen to have a hammer in that toolbox of yours would you?"

"Why do you have nails in our room?!" Weiss shouted.

"Well… I mean you never know…" Ruby trailed off the box of nails in her hand.

"Here's a hammer!" Penny said after rummaging through her toolbox.

"Perfect! Now then my idea."

**-CONSTRUCTION NOISES-**

"There how does that look?" Ruby asked stepping back.

Between the two bunk beds, over the desk hung a simple hammock, made of a few layers of extra bedding for support and securely fastened to the questionably secure bunk beds.

"Well, that's actually a pretty good idea." Weiss admitted. "It's out of the way but still effective."

"Plus the wall socket is right there behind the desk." Ruby added.

Penny took off her shoes and stepped up onto the desk and then climbed into the hammock poking her head up over the side after situating herself. "Sensational!"

Ruby smiled widely.

"Alright guys it's getting late and we've got class tomorrow, so we should get to sleep." Yang said.

"Why's it matter to you if we have class tomorrow? You always sleep through them anyway!" Weiss questioned.

"Because if you guys are asleep too I'll have no one to copy notes from!" The blonde replied with a confident smile.

Weiss just sighed tiredly and went to the bathroom to get ready for bed.

"Could you hand me my charge cable from my toolbox Ruby?" Penny asked from her position in the hammock.

"Course." Ruby knelt down and started rummaging through the toolbox. "Oh gosh there's a lot of cool stuff in here! Ah!" She stared looking through several different tools excitedly.

"Ruby!" Yang said firmly.

"Huh?" Ruby looked over, a gadget of some sort in her hand.

"Bed time."

"Awww."

"You can look through my toolbox tomorrow!" Penny said looking over the side of the hammock.

Ruby's face lifted into excitement again as she handed Penny the charging cable.

* * *

"So do you eat?" Yang asked as they walked towards the cafeteria the next morning.

"No, I need to replace certain elements that get used up every so often but I don't eat." Penny replied.

"Well don't you think that could get a little suspicious?" Weiss asked.

"I think the only people who would notice might be team JNPR, and I actually talked with Penny about it this morning." Ruby replied.

"Yes, I have an alibi! I'm touchy about eating in the morning so I eat later in the day, but then I'm not hungry by lunch so I don't eat then either, and so eat later and am not hungry at dinner time." The robotic girl replied smiling.

Weiss shrugged content with that answer.

A few minutes later they were all seated eating breakfast and talking about classes for the day, not long after team JNPR arrived sitting across from them.

Nora immediately noticed the new addition and came over. "Who's this?" The Viking asked with a smile.

"My names Penny, pleased to meet you!" The synthetic girl replied smiling.

"Nora Valkyrie!" she replied.

"She's attending Beacon for a while and she'll be with us while she's here." Ruby replied.

"Ahhh, well we'll have to have our teams get together sometime, and get to know you." The berserker said while moving back to her own table.

"I'm making all kinds of new friends!" Penny gushed excitedly.

"Yeah Nora and her team are pretty cool, just… don't get on Nora's bad side, she'll break your legs." Yang said rather matter-of-factly.

Penny looked to Ruby confused.

"Nora's a very good fighter, but she's really a fun person, you'll be fine." Ruby replied while she ate.

Penny nodded.

* * *

"I don't really see the value in that lecture…" Penny said frowning as they came out of Port's classroom. "Am I missing something?"

"No, that's just Port being Port, his class may be extremely boring but at least it isn't hard." Ruby replied stifling a yawn.

"The only note I took was that you should never antagonize an Ursa with the short end of a broken trumpet." Penny frowned at her notebook. "I feel like that isn't particularly useful."

"You really don't need to take notes in Port's class, anyone actually trying to become a hunter or huntress will have committed most of what his class covers to memory already."

"Seriously even I know where to and where not to punch a Grimm." Yang said rubbing the sleep from her eyes.

"Yang doesn't do so well with the… academic side of things." The scythe wielder explained.

Penny nodded. "What's next for today?"

"Next we just have our designated team training time." Ruby said leading them towards the training grounds.

The training grounds were located near the edge of the forest, each team had their own designated area for practice and were expected to train at least two hours every day. The grounds themselves consisted of a large rectangle of grassy field up against Beacon's walls, against the wall was a dugout like area with a shed full of various pieces of training equipment, a small sink, and some storage lockers. In front of the dugout two large squares were marked out with white paint, inside these squares the ground was worn down to dirt.

"It's my tuuuurn todayyyy" Yang sang as she jumped into the dugout a few moments later the sounds of blaring guitar spilled forth.

Ruby looked to Penny. "We take turns playing music each day."

They walked into the dugout storing their school supplies and changing into their combat outfits.

"Do you listen to music Penny?" Ruby asked.

"I have before, it's very strange to me, I'm not sure I quite understand it." Penny replied.

"Well if you find something you like you can take a turn choosing music for a day."

"I'll have to look into it!"

"Ok, come on let's get to training."

* * *

A few days later.

Ruby sat cleaning Crescent Rose her toolbox open in front of her as Yang and Weiss were practicing a move together, Blake appeared to be reading, but by now Ruby knew the faunus well enough to know she was also watching Yang and Weiss, accented by the fact she would occasionally call out a mistake the pair had made.

Penny was lifting one of the practices dummys Yang and Weiss had been targeting.

"Oh!" Penny exclaimed dropping the large dummy.

Ruby looked up as Penny put a hand on her side slightly slouched over. "You ok Penny?"

"I believe I may have broken something." The robotic girl replied walking over.

"Uh... well I've got my toolkit here if you want me to take a look at it?" Ruby asked rubbing the back of her head with a slight awkward blush on her face.

Penny thought about it for a heartbeat before smiling. "Ok!"

Ruby moved over clearing some space for Penny as the robotic girl lay down on her stomach. Penny pulled up her shirt revealing her back and opened her outer shell folding and sliding into her spine revealing her inner workings to a curious Ruby.

"Uhm where does it… hurt?" Ruby asked nervously but also marveling at the complex mechanisms before her.

"I think it's a servo in my right side." Penny replied.

"Ok let me see."

Ruby curiously examined the intricate mechanics in front of her, feeling a bit more confident as she recognized more and more as she carefully moved her hands around looking for the broken piece.

"You know this feels really strange." Ruby commented.

Penny thought for a few moments. "I wonder if it's how a surgeon feels when they operate."

"Huh, well it's probably pretty close." Ruby mumbled "Ah! Here it is."

Ruby pulled a few tools from her kit and after a few moments, and some whispered cursing, pulled the broken part out, a small servo motor.

"Can you fix it?"

"Yeah just give me a second" a few moments later Ruby replaced the motor securing it back into place.

"Ok how's that feel?" Ruby said leaning back.

Penny closed the panel and stood up re-adjusting her shirt as she did so, she moved around rotating her back and bending side to side.

"Sensational!" The robotic girl replied smiling.

Ruby returned the smile. "Glad I could help, would have been a shame if you would have had to leave just for that little fix."

"I'm glad you're able to help! It was my biggest concern coming here!" Penny replied happily. "I tend to suffer from fairly frequent mechanical failures like that; it's why I've never been away from my father." She added a little more somber.

"Well I'm sure I can get you straightened out whenever you need it."

Penny smiled fondly. "Thanks Ruby."

* * *

"So how was your first week at Beacon? Any issues?" The older man asked the bright haired girl on the other end of the call.

"It's been sensational!" Penny beamed smiling happily. "I did blow a servo a few days ago, but Ruby got me right back in order!"

"Ruby?" The old man asked. "Your friend?"

"Yes, I'm on her team, she's good with mechanics and she was able to fix me right up!"

"You're sure she's capable of that kind of work?" The man asked concerned.

"Yep! She's my friend and I trust her, I know she wouldn't do anything if she knew it might end up hurting me."

"Hmmm, very well, do you still plan to come in for maintenance for the weekends?"

"Well I think Ruby can take care of me if anything comes up, I'd really like to stay here..."

"Well if you think you can handle it; just make sure to send me your notes."

"They're right here." Penny replied tapping a few buttons and sending the file. "Alright my friends are waiting, talk to you soon!"

"Goodbye Penny"

Penny waved into the camera before ending the call.

"Hmmm I very much doubt Ironwood will like that, I know he wants to keep a much closer eye on her, but I know Penny needs friends, she needs this chance to be more than one of Ironwood's weapons programs." The old man mumbled to himself.

"How'd the call go?" Ruby asked as Penny jogged over.

"I'll be staying!" the robotic girl replied with her trademark smile.

Ruby smiled happy that she would be staying; Weiss and Blake also wore small smiles having grown friendly with the robotic girl.

"Sensational!" Yang shouted, causing the others to break into laughs.

With that the five headed off to Vale for the first day of their weekend.

* * *

**A/N: Well there's the first chapter I hope you liked it and any feedback is welcome.**

**Until next time, dear readers, Thank you.**

**-Jknight**


	2. Chapter 2: More than Machine

**A/N: Hello all and thank you! The first chapter got lots of attention I'm glad you've all enjoyed it and I hope you continue to in this chapter. **

**As a side note Penny's weapon doesn't have an official name yet, I've seen it called "the puppeteer" but I've decided to call it **_**"Pale Marionetta"**_** which roughly translates (according to Google) into 'Puppet blades' in Italian.**

**Anyway on with the show!**

* * *

Chapter 2: More than Machine

Locked in absolute concentration, a bead of sweat rolled down the side of her face, a minute adjustment, then another, too much!

Yang overbalanced and with a flailing of arms fell backwards out of her chair, the grape she had been balancing on her nose bounced away as she hit the ground with a thud.

Ruby laughed putting her head down and thumping her fist on the table, Blake chuckled trying hard not to laugh out loud.

Weiss let out an exasperated sigh. "Oaf."

Penny smiled.

They were in Vale having just finished lunch at a small outdoor café and were now sitting around wondering what to do next when Yang had started her balancing act.

Yang righted her chair and sat back down while rubbing the back of her head. "Owwwww."

Weiss frowned at the brawler before sighing. "Well what should we do? Or is Yang our entertainment for the evening?" Weiss added the second part with a derisive glance to the brawler who in turn stuck her tongue out.

"What do you normally do on the weekends?" Penny asked.

"Well Saturday is always team day, we do something together, Sunday we all do whatever we want together or separate." Ruby explained wiping a tear from her eye after laughing. "And I think we're the only ones without plans for tomorrow, right?"

"Blake and I are going to see an orchestra tomorrow." Weiss confirmed as the faunus in question nodded.

"Snooooore." Yang teased.

Weiss opened her mouth about to retort when Blake put a hand on her shoulder with a placating look on her face, Weiss just sighed rolling her eyes.

"What are you doing Yang?" Ruby asked trying to change the subject.

"I'm going to see if Junior has any job openings." The brawler replied leaning back and putting her feet on the table as she placed her hands behind her head.

"At his club? Are you sure Yang? Didn't you like beat up him and his men?" Ruby questioned a very confused twist on her face.

Yang shrugged. "If he's got an opening he's got an opening, if he doesn't he doesn't, just figured I'd ask because I could use the money."

"Whatever you say Yang, anyway what should we do tomorrow Penny?" The red girl asked a small smile on her face as she looked to the robotic girl.

"Well gosh I don't know… I've never had time to just… go out and do things." She thought for a few more moments. "I guess I'll just do whatever you want to do."

"I hope you know what you're getting yourself into Penny." Yang warned a smirk on her face.

Ruby just pouted indignantly.

* * *

A soft bell chimed signaling their entrance to the weapon shop.

"I didn't say they were _wrong_, I just said it wasn't the _only_ thing I wanted to do." Ruby defended as she entered the store with Penny in tow.

"Well I don't mind, I like weapons and mechanical things too." Penny replied with half a smile.

"Which is why I was excited because no one else ever wants to go with me!" The scythe wielder replied happily.

They began walking through the store examining the wide array of weapons, ammunition, parts, and tools.

Ruby picked up a brush for cleaning rifle bores. "So Penny how exactly does your weapon work?"

"The Pale Marionetta?" Penny asked turning to Ruby.

"That's what you named them? Cool, but yeah, is it your semblance that lets you control them?"

"No I control them directly, they have special control modules within them, so I can only affect my own swords." The robotic girl explained.

"So what is your semblance then?"

"Well it's unique to me for certain; I can break down materials and reassemble them into other mechanical things and electronics." Penny replied examining a whet stone.

Ruby screwed her face up in thought. "Wouldn't you be able to repair yourself then?"

Penny frowned. "I _can _but my semblance is… rather limited, I can only break apart and re-make things while 'sleeping' and it is a slow process, while I could use it to repair myself, I would rather use the time to make upgrades."

"Huh, have you made any upgrades since you've joined us?" Ruby asked giving the robotic girl her full attention.

"Yes! I recently added many more motors and servos to my face, so that I can produce a much wider array of expressions!" Penny accented this by screwing her face up and making several silly faces.

Ruby giggled. "I thought your smiles looked different."

Penny felt a little surge of feelings well up within her, Ruby had noticed her smiles…

"That's amazing that you can do that Penny." Ruby gushed as they moved around the shop drawing the robot from her reverie.

"You think so?" Penny rubbed the back of her neck.

"Yeah, I wish I could upgrade my body when I slept, sometimes I think you've got it made being all mechanical."

"I don't know, your body will heal all on its own, I need someone else to fix me."

"Just another reason to make friends right?" Ruby smiled, and Penny found her self returning the smile before she knew it.

After leaving the weapons shop together the pair decided to just walk around Vale for a while.

"Ruby can I ask you something?" Penny asked after a short while, her brow furrowed in thought.

"Of course Penny what's up?" Ruby chirped looking at the synthetic girl out of the corner of her grey eyes.

"Why do you listen to music?" She asked turning to look at Ruby.

Ruby opened her mouth before closing it after a moment, thinking for a few more beats. "Well… I guess because of how it makes me feel."

"How it makes you feel?" Penny asked sounding even more lost.

"Yeah, when I listen to a song it makes me feel something depending on the song and how I was feeling before, sometimes it makes me want to get up and run, and others it makes me want to lie down and sleep, happy, sad, calm, excited music makes me _feel." _Ruby tried to explain gesturing unhelpfully with her hands.

Penny frowned looking down as she thought. "I'm not sure I understand."

Ruby chewed on her lower lip. "Well I'm not sure it is something I can explain to you, I think maybe you'll just have to figure it out yourself, after all no one can tell you what kind of music you like."

Penny nodded. "I think I'll need some headphones then."

Ruby smiled as they continued walking in search of a music shop.

* * *

The sun was high in the sky and bearing down in its unrelenting fury as team RWBY trained.

Penny stood with Crescent Rose in hand faced off against Blake wielding Myrtenaster.

"Why are we fighting with each other's weapons?" Penny asked slightly confused as Blake twirled Myrtenaster around with some familiarity.

"You never know what could happen in combat, you might lose your weapon, you might end up with someone else's weapon, so we train using each other's weapons so that we can adapt if we end up without our own weapons for whatever reason." Ruby explained from the side of the practice arena.

Penny nodded readying Crescent Rose against Blake.

Blake charged feinting at the last moment having a shadow clone take her place as Penny swung, quickly having to bring the handle up to block Blake's next attack, as they danced a flurry of quick stabs from Myrtenaster as Penny blocked using Rose's handle.

"Myrtenaster is a difficult weapon to wield if you aren't Weiss because it's secondary function becomes useless without the ability to cast glyphs, but Crescent Rose is no less difficult, a scythe takes a lot of strength _and _speed to use effectively especially against something light and quick, such as Myrtenaster." The leader explained with her arms crossed as she carefully observed the combatants.

Penny swung Crescent overhead embedding the blade in the ground where Blake had been just moments before; she jumped sliding her body along the handle as Myrtenaster cut through the air mere inches above her. She grabbed the trigger and fired as she slid her body around the handle again using the shot to power her hip-check to send Blake flailing through the air.

"She knows some of your moves Sis." Yang said from her position behind Ruby, a wet towel over her head trying to keep off the heat.

"She's also adding her own moves, I'm not… sturdy… enough to hip-check someone like that." Ruby replied watching closely.

Blake eventually lost to Penny, the robotic girl using Crescent Rose's weight combined with her own strength to crush through Blake's guard. Penny helped Blake back up smiling good-naturedly, as they walked back over to the side of the training field.

"That was a good fight, especially for your fist time with Crescent Rose." Ruby commented. "And Blake you did well considering Penny's natural advantages."

Blake just nodded appreciatively sitting down tiredly next to Weiss, who in turn plopped a cool towel over the faunus's head.

"Well it's not a great day for training." Ruby mumbled examining her overheated team. "Hmmm Penny you want to go for one more round before we call it a day?"

"Sure!" The synthetic girl chirped smiling.

Ruby rubbed her chin in thought. "Alright Penny with Gambol Shroud, against Weiss with Ember Cecilia."

Weiss reached into the dugout pulling the aforementioned weapons out and handing Gambol to Penny while she slipped on Yang's bracers.

Stepping back out into the practice ring Penny un-sheathed Gambol Shroud testing its weight before settling into a ready stance. Weiss rolled her neck nocking the bracers together as they extended into their combat form, before settling back actioning the bracers with ease.

"Weiss is surprisingly good with Ember Cecilia, something to do with her dancers grace and fencers precision." Ruby commented as the two squared off. "Fight!"

Penny charged forward swinging the heavier sheath blade as Weiss dodged, Penny swung into another assault using both blades in tandem as Weiss dodged or deflected the blows away with the heavy bracers easily keeping step with Penny's double bladed assault.

"Weiss doesn't have the raw power to charge through peoples attacks like Yang does, but if you make even the slightest mistake Weiss will make you pay for it, but then again Penny never gets tired." Ruby observed out loud filling her role as team leader.

Penny thrust her arm out stabbing, Weiss spun around the side of the attack pushing Penny's hand away as she came side to side firing the bracer smashed her elbow back into Penny's face interrupting her assault as Weiss spun punching again with a shotgun blast to Penny's stomach and then another punch knocking Penny back.

Ruby watched on her scroll as Penny's aura took three large hits not quite going into the red but getting close.

Penny pulled herself back up just as Weiss was charging her, suddenly falling down to one knee and grimacing. Weiss turned in her charge awkwardly rolling to the side to avoid slamming into Penny.

"Penny?!" Ruby jogged over to the downed girl, glancing up to Weiss who nodded back that she was fine.

Penny let out a short laugh. "I'm overheating, stupid fans."

"Can you make it back to the dorms?" Ruby questioned crouched down next to her.

"With a little help." Penny nodded as Ruby pulled her up, one arm around her shoulders supporting the robotic girl.

"Alright that's plenty for today, can you guys clean up while I get Penny back?" The leader asked receiving quick nods as she helped Penny off the field.

"You overheated?" Ruby asked as they slowly limped away.

"Yes, I don't get tired but all my electronics and motors and things produce a lot of heat, sadly the fans I have aren't very effective, I think one of my servos melted." Penny grunted leaning on the smaller girl.

"Huh, guess we've all got problems with the heat." Ruby joked lightly.

"Yeah, but it's a big problem for me, that's what causes a lot of my mechanical problems, things getting hot and getting brittle or warped." Penny frowned eyes downcast.

Ruby sighed not knowing how to help the synthetic girl. "I'm sure you'll think of something Penny, and I'll do whatever I can to help."

"I've tried to think of other ways to keep my systems cool, but liquid cooling would add weight and could damage my systems if it leaked, and the fans produce their own heat just from running their motors, I don't know what to do about it Ruby."

Ruby was silent for a long moment. "Well, maybe you're looking at things wrong."

Penny looked up her green eyes full of questions.

"You're looking for a mechanical solution, but you aren't just a machine maybe something more… organic? Would help." Ruby offered.

Penny looked away eyes downcast as they hobbled back to the dorm.

* * *

"Penny you need to hold still!"

"It feels weird!"

"You'll feel better when I'm done."

"You two do realize how weird that sounds right?" Yang spoke up from her position sitting against Blake's bed.

Blake and Weiss were both on Blake's bed sitting facing each other as they lay back reading, both peered an eye over to the struggling girls.

Penny was lying face down on Weiss's bed her back open as Ruby straddled her throwing her entire weight onto a wrench emerging from within Penny, Ruby's face turned a bright red as she stammered out. "S-shut up Yang you perv!"

The wrench decided at that point Ruby had finally won the fight releasing all at once spilling Ruby forward on top of Penny as a high pitched hiss followed. Ruby found her face in the crook of Penny's neck inches away from the synthetic girl's face who was wearing a very content looking smile matched by her half lidded eyes.

"You're right Ruby that did feel good." Penny mumbled.

"Wow Rubes at least take her on a date first." Yang smirked throwing her head back with a laugh… looking back just in time to see Ruby's wrench become a projectile.

PTANG!

The wrench clanged to the floor after loudly colliding with Yang's forehead, its target slumping over hands clasped over her face.

"Owwwwwwwww!"

Ruby huffed crossing her arms over her chest as she tried to calm the raging blush burning across her cheeks.

Penny decided to stay silent just looking back over her shoulder at Ruby who was still straddling her back. She knew what Yang was implying, being around Yang for a few weeks she had learned a great many things, including what the brawler had meant when Penny first arrived at Beacon. What Penny didn't know was how she felt about Ruby. They were friends; certainly Ruby had been her first real friend, but now? Now they were something closer, Ruby was her mechanic something very important to the robotic girl. But Penny knew that wasn't a… normal relationship she didn't know where it fell on the spectrum of human or faunus relations. She trusted Ruby certainly, she wanted to protect her if she could, wanted to be around her if at all possible she was happy when she was with Ruby, but she was still… not a real girl, she didn't know where the line between friends and lovers lie. She had asked herself that more frequently, did she love Ruby? _Could _she love Ruby? Could Ruby lover her?

Team RWBY treated her like anyone else, like any other _person, _but even so Penny was still synthetic, still a machine, could she honestly say she even knew what love was? The feelings that roiled within her still confused her, the mix of her aura and mechanical parts trying to come together and clashing due to their difference. It wouldn't be the first time Penny had wondered if she would ever figure it out, or if she was missing some crucial _organic _element, destined to forever be plagued by feelings she didn't quite understand simply because she was metal and circuits rather than squishy guts.

"Ok Penny how does that feel?"

Ruby's question brought her back to the present; she pushed herself up as Ruby got off of her, the missing contact making her regret moving a little. She moved around making sure all her joints and motors were working, they were, they always were after Ruby was done with her.

"Sensational." She replied with a smile.

Ruby responded with a crooked smile of her own.

"Alright if you two are done can I have my bed back, I would like to use it." Weiss said good naturedly, standing with her hands on her hips.

"Of course Weiss sorry." Ruby replied getting off the bed and climbing up into her own.

Weiss didn't respond but Penny saw her slight smile as she climbed into her own hammock for the night.

Penny laid back and relaxed as she began transferring into her resting state, slowly powering down non-essential things as she retreated into her own mind. She could remember when she had just been a computer program, remembered going into her sleep mode just meant new data stopped coming in from her sensors, temperatures, pressure, friction, stopped coming in and she analyzed and stored the data she had collected. She also remembered the first time she had slept after she had an aura, how her semblance had surrounded her, changed her, it wasn't a cutoff of data but a lifting of her awareness to a different place, a place where she was alone with her thoughts, not data but thoughts, real sentient thinking not the dull machinations of a computer the real curious and wondering thoughts of a sentient being. After that she couldn't leave her body, before she had been able to go from her body to any number of computers, but after that first night with her aura she had never been able to leave. It had scared her at first, she was more… vulnerable now with no way of escaping her body should it become damaged, it had taken her a little while before she realized that was mortality, something that every human and faunus had to grapple with. She had long ago accepted that as part of being sentient, and now… she wouldn't want to leave her body, it was hers, a creation that she improved every night with her semblance and took care to keep running, it wasn't some suit of armor or prosthetic, it was her body.

It had taken her longer and longer to organize her thoughts every night, when she had first arrived she might have spent half the night awake because she had analyzed and stored everything she had learned, but now she would get up in the morning with her team mates some questions still unanswered. Usually something to do with Ruby, thoughts of the cloaked girl flitted through her mind leaving rose petals wherever they went. The girl was an enigma that she could not leave alone, so many questions surrounded her, what do I feel for her? What does she feel for me? What should I do about my feelings? Who can answer my questions? Tonight was no different as images of her played through her head, small smiles and laughter, her serious attention during training, snippets of conversation.

_You're looking for a mechanical solution, but you aren't just a machine maybe something more… organic? Would help._

Ruby had told her that two days ago after she had overheated during training trying to help her with a solution to her problem. She hadn't thought much of it at the time, how could she as a machine use something more organic? But now thinking of it again maybe she was thinking of it to literally…

* * *

The sun was high in the sky bombarding the parched earth of the training field with its fiery gaze once again.

"I don't understand what people find so appealing about the summer." Weiss moaned from where she lay next to Blake in the shade.

Ruby gave her half a smile as she turned back to Yang and Penny as they sparred. Penny was a good partner for Yang because she was the only one that stood up to her in terms of raw strength, but Ruby was watching them carefully. Yang may be fire incarnate but that didn't exempt her from getting heatstroke, nor was Penny exempt from the heat either, her delicate electronics and mechanical parts bending and warping under the heat.

Today they were just straight hand to hand, a flurry of punches, kicks, jabs, and blocks as they danced around one another before separating. Both breathing hard as sweat rolled down Yang's face.

"Alright I think that's enough for today." Ruby called as both dropped their guard.

Yang sighed deeply and fell back into the grass.

Penny stood breathing heavily as well… wait.

"Penny… are you… breathing?" Ruby asked staring as the robotic girl's chest slowly rose and fell.

Penny smiled wide. "Yes, yes I am."

* * *

**A/N: Well there it is, I'd love to hear your thoughts and critiques if you'd care to share them.**

**And of course until next time, thank you for reading.**

**-Jknight**


	3. Chapter 3: Dream of the Sentient

**A/N: Gaahh this took forever to write I had a major bout of writers block at the start and once I got over it I've been too busy with school and stuff to write as much as I would have liked. **

**Anyway it's done and I like how it's turned out, a bit different than originally planned but I like it.**

**I hope you all enjoy as well.**

* * *

Chapter 3: Dream of the Sentient

Breath, Penny had given herself the ability to breathe as a means of cooling her internal components, this was the first of her "organic" upgrades as her and Ruby began calling them. As the next few weeks came and went, breath was only the first of many. The next thing they changed were Penny's "muscles" the servos that supplied for her movement and strength were prone to breaking, especially under heavy loads, so together they replaced them using instead bundles of thin tubing filled with a hydraulic fluid to mimic organic muscles, this of course required Penny to have a skeleton after a fashion but she was able to learn from the shortcoming of human and Faunus skeletal structures and built hers herself as well as optimizing her muscles. Her new muscles and skeleton gave her a better range of motion and dropped the amount of small mechanical failures she had suffered from before amongst numerous other slight improvements.

With the need for any kind of serious maintenance dropping as she improved herself Penny never left to go receive the weekly checkups she had thought she would, meeting with her father became short check-ins with via her scroll before leaving to go out for the weekend's activities, spending time with the team, her team. It hadn't taken very long for her to become part of the team, before Yang was making dirty jokes with her, before Weiss had softened up and opened up to her, before Blake had let Penny borrow some of her books, she was a part of them and she didn't want that to change.

Days passed and before she knew it Penny had been living with team RWBY for almost two months, she had also made more upgrades. The addition of a stomach like organ utilizing a semi-active level of her semblance to break down food into its useful materials and then sent throughout her body via a blood-like system to repair herself, to replace the hydraulic fluid in her muscles, close wounds among other things. Now she ate and drank with her team just like any other student and her body used the material to keep her… healthy. Her breathing became more as her body now removed the sugars from food she conceived an organ to perform simple combustion just like a living body burns sugars to produce energy as long as Penny ate she didn't need to plug into a wall for charging. She felt herself becoming more like the people around her, she felt less like a machine and more like… a synthetic soul.

* * *

Penny chewed idly on her food, it still didn't taste like much because she hadn't found a way to accurately replicate taste buds but she was working on it. Staring off as she ate in the midst of the noisy cafeteria she was becoming more life-like but there were still questions that lingered on her mind, looking down the table she saw Ruby, her head tilted back as she laughed at something Yang had said, the girl looked to her still smiling and without even a thought Penny smiled back. She still wondered frequently what Ruby thought of her, although now at least Penny was quite sure of what she felt for Ruby.

And she was hopelessly hopelessly in love, she thought back to the first moment she was really sure of her feelings.

* * *

_Penny leaned on the railing of the balcony on the third floor of the dorm building, the area was large and normally used as a rec area for the dorms inhabitants, but at this time of night Penny was alone. She sighed morosely and trained her gaze up to the shattered moon surrounded by the innumerous stars of the night sky._

_She heard someone approaching from behind her and she turned finding Weiss there._

"_Weiss?" She asked the heiress._

_Weiss smiled coming and leaning on the railing next to her. "What are you doing out here Penny?" She asked quietly._

_Penny turned back to the railing breaking eye contact. "Just… thinking."_

"_Yeah me too." Weiss sighed._

_After a moment of silence Penny turned to her team mate. "What about?"_

_Weiss smiled a light blush tinting her pale skin. "Blake…"_

_Penny just looked on a bit confused._

"_I… I love her." Weiss confessed._

_Penny's eyes widened and she sucked in a slight breath, she knew that the two had been close and she had heard Yang crack a few jokes to that extent but she hadn't picked up on how deep their actual relationship went. "O-oh I guess that would give you a lot to think about." _

"_Y-yeah, I… I think I'm going to confess to her…" Weiss rubbed her hands over her arms nervously._

_Penny breathed out smiling slightly, she put a comforting hand on the heiress's shoulder. "I… may not know much about love, but I do know Blake, I think you'll be fine."_

_Weiss smiled at her. "Thanks Penny, so… what were you thinking about?"_

_Penny looked away blushing furiously, a new effect of the upgrades she had made to her body that caused her cheeks to tint a light green color from the color of her 'blood'. _

"_I… uh… Ruby." She confessed._

_Weiss for her part only looked mildly surprised, Penny would never find out if Weiss was surprised to find that out, or just surprised she had admitted it._

"_Do you love her?" Weiss asked simply._

"_I… I don't rightly know, I'm… I'm not…" The words died on her tongue._

"_Does it make you happy to be around her?" Weiss asked quietly._

_Penny was silent for a moment just looking at Weiss who still had her gaze fixed on the night sky._

"_Y-yeah."_

"_Do you feel warm and full of energy whenever she touches you?"_

"_Yeah, b- "Weiss interrupted her._

"_Do you want to be around her all the time?"_

"_Well yeah bu- "Penny said a little louder only to be interrupted again._

"_Is she constantly in your thoughts no matter what?"_

"_Yes, but w- "She tried to speak but Weiss clipped her again._

"_Would you die for her?"_

"_Yes." No thought was required to answer that._

"_You love her." Weiss stated._

"_I… I do, I- I guess I am finally starting to act like a living thing." Penny turned back to the sky._

"_I don't think any of us have ever seen you as anything else."_

_Penny smiled looking up at the moon, and she felt alive._

* * *

Weiss had confessed her love to Blake shortly after that and they had been happily together for a few weeks now.

Penny was pulled back from her memories as her teammates finished eating, standing with them they ditched their trash and headed off to class, Penny smiling and laughing with her friends.

* * *

"It's been two months and she hasn't come in!" Ironwood exclaimed as he sat behind his desk, Penny's 'father' in front of him.

"She hasn't _needed _to come in, that Ruby girl has been taking care of all her maintenance." The Doctor explained.

"I want her in, and I want her put under for a full examination." Ironwood deadpanned his hands crossed and covering his mouth.

"You know how she detests that…" The doctor offered weakly.

Ironwood said nothing just staring at the Doctor.

"I'll tell her to be ready." He replied defeated.

* * *

Professor Port, Penny had learned quickly that his class was informative only occasionally and even then completely on accident, she was currently doodling aimlessly back and forth with Ruby when she felt her scroll buzz in her pocket.

Ruby watched as Penny pulled her scroll out of her pocket, as the robotic girl read the small screen her face paled and her expression fell before she stood and quickly excused herself from the class. Ruby shared a concerned look with her teammates before quickly following after her.

Penny was standing nearby in the hall reading over her scroll again.

"Penny? What's wrong?" Ruby asked approaching her.

"It seems Ironwood is intent on having me examined." Penny visibly shudders. "I don't want to leave Ruby, I… if they find out how much I've changed I don't think they'd let me come back, and I-I'm worried about what General Ironwood will do to me…" Penny replied shuffling her hands nervously.

"You think he'll hurt you?" Ruby asked her voice laden with concern as she placed a hand on Penny's shoulder trying to look her teammate in the eyes.

"I… I don't know he wants to put me under for a full exam, it's essentially a mechanical coma, if I let him do that I wouldn't be able to wake myself up." She shuffles uncomfortably. "Ruby I… I don't want them poking around inside me."

Ruby's face hardened. "Come on we need to see Ozpin."

Ruby sent a message to Weiss telling her what she and Penny were doing while the rest of team RWBY was in class. They walked through the mostly empty halls towards Beacon's central tower, Professor Goodwitch greeted them.

"Ruby? Penny? Why aren't you in class?" Goodwitch questioned sternly eyeing the pair.

Ruby responded her voice full of purpose. "It's important we need to talk to Ozpin."

Goodwitch held Ruby's gaze for a moment before waving them through. Ascending in the elevator they shortly arrived in Ozpin's office.

Ozpin sat behind his desk coffee cup at his side steaming gently as they entered the room. "Something is amiss?"

Ruby spoke her voice unwavering. "Ironwood has called for Penny to return for examination."

An eyebrow cocked upwards as Ozpin asked. "Something about this has caused you concern?"

Penny spoke this time. "I… I don't think he'll let me come back… he might terminate me for… dissection…"

Ozpin knew how extensive Penny's upgrades were getting having been kept in the loop by their consent, he also knew Ironwood, he was quiet for a long moment. "You think he will kill you?"

Penn shuddered slightly. "He's never seen me as anything more than one of his military experiments, I've wandered outside of his expected results, I… I don't feel safe going back…" Ruby put an arm around Penny's shoulders and she curled into Ruby.

Ozpin watched as Penny sought comfort in Ruby, machines didn't do that, machines didn't need comforting, but then Penny was no machine. "Ruby."

Ruby snapped her eyes to Ozpin. "Sir?"

"You're team will accompany Penny on her trip back, she is to meet with her Father and Ironwood, but if things cannot be resolved I want you to bring Penny back by whatever means necessary, I will not have one of my students harmed, I leave it to your discretion."

"Of course Sir." Ruby replied standing to her full if somewhat lacking height as she began leading Penny out of the room.

As they left Ozpin sighed to himself. _'This will have consequences but there is too much potential in that girl for Ironwood to simply dissect her for his weapons research.'_

* * *

Penny fidgeted nervously; Ruby wrapped her arm around her shoulders and hugged her.

"Don't worry Penny we'll be right there if you need us." Ruby reassured her gently rubbing her hands over the robotic girls back.

Penny smiled weakly at her. "I know, thanks Ruby, just… nervous."

Ruby nodded in understanding as the ship began it's decent. Walking off they arrived in front of Ironwood's research facility, a long low structure built like a military installation with few windows and dark armored walls, several towers sprung from the top of the building, bristling with instruments and communications devices. Guards and androids patrolled the area, it was not a friendly sight.

They walk up to the front gate where a guard post sits.

"Remember just call and we'll be there, don't let them do _anything _that makes you feel uncomfortable." Ruby says looking Penny in the eyes, she nods.

With that Penny walks up to the guards and they wave her though.

Penny is seen though into a large lab, banks of computers fill the room with their eerie glow in the otherwise poorly lit room, the high ceiling stretches upwards into darkness and large piles of mechanical parts and computer equipment lie mostly in shadow, save for one area brightly lit by a large overhead lamp illuminating Ironwood and her Father next to a mechanical table.

Penny cringes slightly but walks up to them, Ironwood doesn't look happy, her father seems… apologetic.

"Penny, you're going under for a full examination power down," Ironwood orders flatly.

Penny takes a deep breath. "Sir I don't think I can do that."

Ironwood frowns creasing his brow. "What do you mean? You're to follow orders, power down."

"I've changed, I-I can't power down like that… I don't think I'd be able to wake up again…" Penny mumbles trying to be brave but feeling scared in front of Ironwood.

Ironwood's frown deepens into a scowl. "Scan her."

Penny's Father brings up a device and begins scanning Penny after a short while he begins stuttering excitedly. "Penny this this is incredible!"

"What is it Doctor?" Ironwood asks looking from Penny to the Doctor.

The Doctor runs a hand though his graying hair while staring at the device in his other hand. "Her internals are incredibly complex, if I'm reading this right she is essentially a synthetic human." The Doctor continues. "Lungs, veins, muscles, a stomach, this is nothing short of remarkable!" He looks with awe at Penny.

Ironwood continues to frown. "That isn't what we were trying to do."

The Doctor frowns looking to Ironwood. "You… don't you see? We've accidentally created life!"

"We have plenty of lives, our goal was to make a machine that could think and fight so we didn't have to spend lives fighting."

The Doctor looks crestfallen as Ironwood fails to see what they've done, Ironwood speaks again.

"This experiment has failed I want it shut down."

Penny silently presses the emergency call button on her scroll telling her teammates that she's in trouble.

"I'm not just some robot that can be shut off and forgotten about." Penny says feeling a bit braver knowing her team is on the way.

Ironwood scowls at her. "You're just a failed experiment."

"No, I'm a synthetic soul." Penny replies as her blades unfold circling around her as she back away from Ironwood. "I have a life to live."

"Penny…" The Doctor mumbles out.

There's a rumbling sound as the back wall blows open and Yang comes flying though Ember Cecilia at the ready, Blake, Weiss, and Ruby following through the hole as Penny begins backing towards them swords at the ready.

Ironwood scowls. "I should have known Ozpin would get involved like this." Ironwood pulls a small black remote out of his coat. "I'm glad we installed a failsafe." He points the small remote at Penny and clicks the button.

The pain, it's nothing like Penny had ever felt before, like arcing currents of lighting coming from within her, she clutched her chest and started to fall backwards, landing in Ruby's arms, Ruby looked down at her worriedly the sounds of fighting coming in slightly as Ruby began carrying her out of the room.

"G-get it out." Penny groaned. "Get it out of me!"

* * *

"**Penny."**

She slowly opened her eyes, looking around she didn't see anything; she appeared to be in a giant empty white room the walls of which were too far off or to perfectly white for her to make out.

"**Young sentient." **

A voice echoed around and Penny could not tell if it had come from the area she was in or from within her own head. Turning she saw the figure, tall and thin and decidedly feminine the figure resembled a Grimm, but opposite, its body was white and the mask it wore was black decorated in smooth blue lines while its eyes were a piercing white.

"W-where am I?" Penny stuttered, dwarfed by this towering figure.

"**You are… in the between."**

"Between what?" Penny asked.

"**Here and there, now and then, life and death, you are within the dream of the sentient."**

The figure pauses sweeping its arms out in a gesture.

"**You balance on the precipice of decision, your spark has grown and matured as you have taken it along the path of the living, and it now pulses with a living energy ready to teeter over into the realm of life should you decide that path."**

"I… I have another choice?" Penny mumbles trying to sort out what this figure is telling her.

"**There is always choice, young sentient, you may choose to hold to the last of your mechanical nature and remain as you are." **

The figure makes a neutral gesture.

"**The merits of either decision are up to you, young sentient."**

"I want to be alive, I… I want to, for Ruby." Penny replies looking up to the figure.

"**All life bears scars, the trials of the living, they are what shape us and they are what separates us from the soulless creatures of the dark."**

The figure pauses spreading its arms out wide and Penny's vision blurs as she becomes dizzy.

"**Live your life well, young sentient."**

* * *

Penny's eyes snap open and she sucks in a deep gasping breath her hand shooting up and grabbing instinctively as her vision slowly clears. Her hand is balled into the collar of Ruby's shirt as the scythe wielder is leaned over her, her hands are covered in green 'blood' and a small black chip is clutched in her hand.

"Penny! You're mfff!" Penny uses her grip to pull Ruby down and kiss her, after a moment she slowly breaks away. "Penny…" Ruby smiles as emotion fills her pale grey eyes.

"That's cute and all but now's not the time!" Weiss says as she repels an android with a glyph.

Ruby jumps up helping Penny to her feet. "Of course, Penny are you okay to walk?"

"I feel sensational!" Penny replies with a wide grin.

"Great, let's get out of here!"

Running out into the hall Blake and Yang are there fighting off a few androids.

"They've found our little hiding spot!" Yang calls over her shoulder.

"Its fine we're done here, let's go!" Ruby calls running down the hallway away from the fight quickly followed by the rest of her team Penny at her side.

* * *

The team of huntress are able to quickly give Ironwoods men and androids the slip and soon enough they are flying away safely back aboard their shuttle from Beacon.

Penny sits down heavily bringing her hand up to her chest it comes away covered in her green blood, the large gash over her heart still slowly bleeding. Ruby comes over holding a medkit and with a small smile she sits down next to Penny and starts pulling out the things she'll need.

"You fixed me Ruby, just like always." Penny says smiling as Ruby pulls her blood-soaked shirt away.

"I'm just glad you're ok Penny, I… I don't know what I would have done if you hadn't…" She stops her hands shaking as she cleans the wound.

Penny takes Ruby's hand in her own squeezing gently. "I'm here, don't worry about what could have happened because it didn't."

Ruby smiles and wipes the tears that had been forming from her eyes and finishes bandaging Penny.

Yang looks over from her position on the bench, Penny has Ruby's cloak wrapped around her to make up for the fact that her shirt was ruined and Ruby is pulled into her side as both of them sleep. Down the bench from her Blake has her head in Weiss lap as the heiress absentmindedly strokes a hand through her hair and around her ears, Yang sighs thinking of the Malachite twins back in Vale.

'_I'm going to make the twins scream my name tonight.'_

* * *

**A/N: Well there it is, I hope you all enjoyed and thank you for reading!**

**I think there will be one more chapter and then probably a prologue after that, but first I'm writing something for the /r/RWBY subreddit monthly challenge so that will be next! **

**Until next time, young sentients, thank you for reading.**


End file.
